Ord 2019-003/authorizing the issuance of the City of San Marcos Special Assessment Revenue Bonds, Series 2018 (Trace Public Improvement District); approving aand authorizing an Indenture of Trust, a Bond Purchase Agreement, an Offering Memorandum, a

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(ii) The Bonds are not subject to the registration requirements of the Securities Act, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act; (iii) The City has or at the time of the adoption thereof had full power and authority to adopt the Creation Resolution, the Assessment Ordinance, the Service and Assessment Plan and the Bond Ordinance (collectively, the foregoing documents are referred to herein as the "City Actions") and perform its obligations thereunder and the City Actions have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and (iv) The Indenture, the Reimbursement Agreement, the Financing Agreement, the Landowner Agreement, the Fire Station Agreement, the Redemption Waiver Agreement, the Continuing Disclosure Agreement of Issuer, and this Agreement have been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery of such instruments, documents, and agreements by the other parties thereto, constitute the legal, valid, and binding agreements of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors' rights, or by the application of equitable principles if equitable remedies are sought and to the application of Texas law relating to governmental immunity applicable to governmental entities. C. City Legal Opinion. An opinion of an attorney for the City, dated the Closing Date and addressed to the Underwriter, the City and the Trustee, with respect to matters relating to the City, substantially in the form of Appendix C hereto or in form otherwise agreed upon by the Underwriter. d. Opinions of Developer's Counsel. Opinions of Developer's Counsel, substantially in the form of Appendix D-1 and Appendix D-2 hereto, each dated the Closing Date and addressed to the City, Bond Counsel, the Attorney for the City, the Underwriter and the Trustee. e. Developer Certificate. The certificate of the Developer dated as of the Closing Date, signed by authorized officers of the Developer in substantially the form of Appendix E hereto. f. City Certificate. A certificate of the City, dated the Closing Date, to the effect that: (i) the representations and warranties of the City contained herein and in the City Documents are true and correct in all material respects on and as of the Closing Date as if made on the date thereof, (ii) the Authorizing Documents and City Documents are in full force and effect and have not been amended, modified, or supplemented; 19 4158-2138-4984.4